Chocolatey Confusion
by Amarra17
Summary: Takes place during 'The Initiative.' Spike comes to find Buffy, only to happen upon Willow instead. Starts out the same as the episode, then veers off in it's own direction...COMPLETE


_ Stupid song. Stupid party. Stupid_…_chocolate poster. _

Willow sulked as she stared at the poster on her door, resisting the urge to burst out sobbing, or bust out with a Uzi and blast that stupid radio to smithereens. She had been at the dorm party, coaching Riley on what to say to Buffy, being _exceedingly_ best friend-y, she might add, considering she the fact that she thought all members of the opposite sex should be gutted like smelly little fish and have certain bodily parts cut off…when _that song_ had come on. The song that so vividly brought to life Oz and all that she remembered of him, playing his guitar, giving that smile he reserved just for her…just when she was trying to forget.

So deep in her brooding, she didn't even flinch when the door shook with two resounding bangs.

**_Knock! Knock!_**

**** "Come in…" she called morosely, willing them to leave. Couldn't she be left to wallow in her misery for just one night? The door opened slowly and inwardly Willow groaned,but nevertheless prepared to put on her 'company face'.

There, standing in the doorway was the person she least expected to see…

Her heart gave a jolt of fear and she scrambled to her feet in alarm. "Spike!" she choked out in recognition, more to be certain her eyes weren't fooling her than anything else. What was she _supposed_ to say? '_Hey, how ya doin'? How's the evil bloodsucking going for ya?_'

_What is he doing here?! _She stumbled back, heart pounding in her chest, and braced herself against the nightstand, hoping desperately for an escape. Adrenaline rushed through her veins and the blood pounded in her ears as she fought the urge to whimper, instead asking frantically,"W-what do you want? Uh, a spell? I can do that!"

He didn't answer, merely clenched his jaw and turned his head, looking annoyed. Or amused. Or both? She didn't stop to consider it and instead made an instinctive dash for the door. He reacted with lightning quick speed, effortlessly grabbing her shoulders and sending her clattering back into the nightstand before she knew what had happened. She let out a weak yelp, terror shining in her eyes as she pushed a strand of hair aside and gripped the edge of the furniture weakly for support. So much for that plan…

Finally, after an eternity of silence in which the redhead's fear was tangible, he spoke. "I'll give you a choice," he began, coming closer…closer…stalking toward her with pantherlike grace. His voice was liquid seduction, flowing in perfect time with his menacing steps, and Willow trembled. "Now, I'm going to kill you, no choice in that-" He gave a small smile and bit on his lower lip.

_He looks so at ease…_Willow thought, staring at him in fear. _And why shouldn't he? He's the predator…and I'm prey…_ Her heart sank even further. The edge of the dresser felt smooth and cool under her fingertips, and not for the first time, she wished for Slayer strength to break it and plunge the splintered wood into the vampire's chest. But she didn't have Slayer's strength, and despaired in the fact that he knew it.

"But…" a pause as he came closer still, savoring her fear, "I can let you stay dead…" mere inches between them now, "or I can bring you back…to be like me."

At these last words his voice dropped and his features melted, demon coming out in full force as he grinned evilly at her. Her body flushed at the deep baritone of his accent when she realized what he was offering, his invitation beckoning…calling to her…but more overwhelming was the fear, and she found her voice once more.

"I- I'll scream…" she warned.

His grin widened. "Bonus…" He licked his lips in anticipation, his fangs gleaming like twin scythes…then he leaned in. Slowly, almost as if he would kiss her…but he leaned past her lips, heading towards her throat, and she realized with sudden clarity that he _would_ kiss her. The kiss of death. And she was just letting it happen…

Her body came alive once more and a raw scream tore from her throat. The subtlety of the moment vanished as the sound reverberated through the air and he grabbed her viciously, while she hoped for something, _anything_, to save her. He slapped his hand over her mouth and reached down blindly to flip on her stereo, turning up the loud rock that blasted from the speakers.

She gave a muffled "oomph" as he threw her down savagely, clearly enjoying himself. _He's getting off on this…_she realized with a sort of sick fascination. It terrified her and she renewed her efforts to scramble away, but he forced her down again, situating himself on top of her. She screamed again and choked out, "No!" while beating futilely at his chest as he straddled her. _Oh god, oh god, oh god!!! _

He grinned down at her, apparently delighting in the sight of her struggling beneath him, which only caused her to fight more. He pinned her arms easily and looked into her eyes right before he lowered his head, growling as he prepared to sink his fangs into her delicate flesh.

Willow winced and cried out, preparing herself for intense pain…

* * *

Buffy looked around campus, not sure where the scream had come from, but knowing she had to get there quickly. The grass crunched under her feet as she jogged slowly, trying to pinpoint the origin of the sound. Instinct led her in the direction of her own dorm, and she followed its calling blindly.

She kept her stake well concealed as she made her way past a group of laughing students who looked at her oddly. Another cry pierced the air and she sped up, now certain she was headed the right way. It had to be Spike…had to…

* * *

_Why isn't he biting me? Why isn't he…? _She was still heady from the rush of emotions she felt while Spike was on top of her, her body not even registering the fact that he was now on the other side of the bed. There had been fear; the nausea that accompanied fear, panic, more fear, and one that she was vehemently denying…lust? _Oh, no…_she told herself. _No lust…there was **no **lusting. Spike…eek…remember 'bottle in face' and-_

Her self-directed diatribe was cut short by the sudden realization that he was still in the room with her -sitting on her bed, in fact- and still possibly going to kill her. That didn't seem to help any and her thoughts rushed on…she remembered when Spike had come back the previous year…

'_I haven't had a woman in weeks…'_

_ '…there will be no **having** of any kind with me...'_

What if she _had _let him have her? In the…more pleasurable and less bitey way? Or, there could be biting…What if she-?

_No!_

Her thoughts were interrupted when he said, "I don' understand. This sort of thing's never happened to me before…" He placed a hand on his forehead, clearly upset. For some reason, she felt a rush of sympathy for him. **_Not _**_lust-related sympathy, _she told herself.

"Maybe you were nervous," she said aloud, curling up more tightly on the bedspread.

"I felt all right when it started," he continued, still sitting at the foot of her mattress. He sighed, looking determined. "Let's try again."

She shrieked as he came at her for a second time, growling, only succeeding in clutching at his head and roaring in agony. Willow cowered under him, shielding herself feebly with her hands. He stood and began to pace, kicking angrily at a wastebasket and sending it flying into the nightstand, knocking over a lamp. "Damn it!" he roared gutturally.

"Maybe you're- trying too hard," came Willow's timid suggestion from her forgotten corner on the bed. "Doesn't this happen to every vampire?"

"Not to me, it doesn't!" he retorted sharply, turning to look scornfully at her. He resumed his pacing with a small shake of his head.

A pained expression on her face, Willow took a few gasping breaths and asked, "It's me isn't it?" She looked forlornly at him, waiting for him to affirm her suspicions. _Why are you about to cry?? _she asked herself. Inside she knew…Oz had left her…to be rejected by another insanely attractive guy would probably leave permanent damage. _Insanely attractive???_

Once again he stopped prowling the small space to look at her, chewing on his lower lip. "What're you talking about?" he questioned, distracted and clearly befuddled.

"Well, you came looking for Buffy," she explained, beginning to feel indignant. "then _settled._ I- you didn't want to bite me, I just happened to be around." She lowered her eyes dejectedly. _I'm not even attractive enough to be vampire munchies…_She scowled.

"Piffle," he scoffed, waving his hand at her dismissively, resuming his pacing, looking very out of place in the small room.

"I _know _I'm not the kind of girl vamps like to sink their teeth into," she continued, still frowning at him. "It's always like, 'Ooh, you're like a sister to me,' or 'Oh, you're such a good friend.'" She glared at her bed.

He tucked his thumb into the waistband of his jeans and said, "Don't be ridiculous," coming to sit beside her once again. "I'd bite you in a heartbeat." He looked at her earnestly.

_God, look at his eyes…no! Don't look at his eyes! Bad, bad Willow! _She cocked her head, pushed the thought aside and asked skeptically, "Really?" She waited for his reaction as he hunched over, staring at the floor once again.

"Though' about it," he admitted.

She brightened. "When?" she asked hopefully, clenching her hands in her lap.

He turned his head to look at her and she waited expectantly. "Remember last year?" He looked pleased. "You had on that…fuzzy pink number…with the lilac underneath?" He gave her a knowing look.

She smiled, flattered. "I never would have guessed," she said shyly. _Are you flirting? Flirting with **Spike**? _

He, too, smiled wistfully.

"You played the bloodlust kinda cool," she informed him.

"Mmm," he agreed. "I hate being obvious. All fangy and -" he growled, wiggling his fingers to demonstrate. "Takes the mystery out," he confided.

They were silent for a moment. Willow asked, "But if you could?" _What are you _**_doing_**_?_

"_If _I could…yeah." His grin faded while she looked mollified.

"Ya know, this doesn't make you any less terrifying."

He sighed. "Don't patronize me," he complained.

She nodded in apology.

* * *

Leaves rustled as the Initiative members scoped out Stevenson Hall. "I'm getting a picture," Graham murmured, watching the screen. "Signatures locked," he continued.

"What've we got?" Agent Finn questioned.

"Humans of the freshman variety," Graham replied. He continued to scan the dorm, measuring the body temperatures of its occupants. "98.6… 98.6…" He scanned quickly. "98.6… 98.6… bingo! We got a cold one, thermal output clocking in at exactly…room temperature."

"Vampire," Forrest stated.

The men hurried to suit up, securing masks and grabbing weapons in the privacy allowed them by the pressing darkness.

"Call in a Standard Triangle Flanking Maneuver. We're going in…" Finn ordered. "I need a lockdown on Grid 6." He glanced around at his friends and fellow soldiers one last time and then ducked into the foliage…

* * *

"Y' know," He glanced amusedly at her. "Since I can't bite you _now _we could amuse ourselves for a bit before…"

_Huh? _Willow thought, snapping out of her reverie once more. _Oh…OH! _"No, no! No amusement!" She backed up against the headboard.

"Just _teasing_, pet." He licked his lips and edged closer, his blue eyes gleaming with wicked excitement. "_But_, it could be fun…" He ran two fingers down her thigh and she fought desperately to ignore the tremors that snaked through her at the contact.

"No! No fun!" she squeaked, her leg still tingling almost painfully from where his fingers had been.

"So you agree that it would be fun, then?" He smirked. He was toying with her. _Jerk. _

With an unnatural speed she had come to expect from him, he crawled to the middle of her bed, hooking his hands behind her knees and pulling her towards him until he was kneeling between her thighs. He looked especially imposing, looming above her like that…his stormy eyes slightly narrowed, the coat hanging dangerously over his lean form.

Her stomach clenched painfully as feelings that she was only supposed to feel for Oz surfaced. Her jaw tightened, yet she didn't resist. He kneeled over her a second longer, then bent to put his hands on the bed, one on each side of her shoulders, effectively trapping her under him. "No fun?" His eyes were serious.

"No, no fun…" she repeated uncertainly, feeling an overwhelming sense of heat coursing through her body. Then she came to her senses and attempted to edge out from under him. He wrapped one leg around hers and grabbed her flailing wrists, pinning them by her head and lowering his own to nuzzle her neck. He sank his weight onto her and quite suddenly, she was completely powerless beneath him.

She was afraid again, stiffening nervously, her breath coming in short gasps. She noticed that he inhaled sharply and her brow furrowed in confusion when he raised his head and smiled. _He can smell fear…_she realized, and immediately she became more fearful. He sat up, now straddling her and she felt his erection grind into her.

_Ohmigod, ohmigod…horny Spike is a bad, bad thing. _

_ It feels big…I mean, no! It doesn't! _

_ He's like this because of me! _Some sort of feminine pride swelled within her that she could bring such an attractive man to arousal. Of course, being a vampire, her fear and struggling probably had a lot to do with it. Still, she knew, some part of it was _her_…

Then she came to her senses and told herself that this was _not _happening and wriggled under him, trying to protest, "Please…no…" but it came out in a breathy, passion-filled whisper. _Damn him…_

He leaned down again and boldly licked her neck. She whimpered. "I won't hurt you…" he murmured. His voice was different; dark, full of desire…_Sexy as hell…_

_ No! Not sexy! _She reminded herself.

"At least…" he continued conversationally, face still buried in the crook of her neck. "Not in a bad way."

"You're…evil," she reminded him, staring up at the ceiling.

"Damn right," he purred into her neck, continuing to nuzzle her. His hair was so soft…it didn't look soft, but it was…she unconsciously rubbed her cheek against it. The young Wicca was suddenly very aware of his calloused fingers digging into her wrists. He was so close she could smell him. She didn't know what vampires were supposed to smell like, but she was sure that it was death and rotten flesh, not smoke, leather, and…seductive evilness…

He raised his head and looked at her. "You want me," he stated, a fact, unquestioning.

"I…don't." She tried to sound defiant, something that proved to be exceedingly difficult with those eyes…_evil vampire eyes…_boring into her. Her reason voice seemed to be getting weaker and weaker…

"I can make you scream…" he promised in a low whisper.

"I'm- not a screamy kinda gal…" She was incredibly turned on, and knew that if one more word escaped those lips…_those lips_…she'd give in. _Giving in _**_not _**_of the good…_

He had released her right hand to reach under her shirt and trail his fingers over her stomach. She paused, contemplating her next move, then quickly balled her fist and hit him on the side of the head with all her might.

Caught off guard, he loosened his grip on her and she sat up, pushing him off of her. The bed creaked as she leapt up and ran towards the door. Before she had traveled two steps, however, he caught her wrist and pulled her back to him.

She fell forward onto the bed, landing against him. Spike pulled her onto his lap, holding her firmly to his chest with one arm. She pushed against his shoulders, but before she could resist further, he crushed his mouth against hers, entangling his fingers in her auburn hair.

Willow's eyes widened and she clenched her teeth together, attempting to turn her head away, but his grip was too firm. Well, his grip and the fact that she didn't particularly want him to stop. She closed her eyes. _Why does Buffy always get to kiss the vampires anyway?_ _His lips are so soft…_she thought as he began to kiss her neck, trailing his tongue up and down, tracing the hollow of her throat. When he brought his lips back to hers, she kissed him back with full force, giving a yelp when that only seemed to encourage his brutal assault.

Their tongues tangled and she delighted in the careless abandon with which he treated her. Oz had always been gentle, careful…Spike was neither. He began to move his hips against her in time with his kisses and when Willow pulled back for air, he lowered his head to bite into her shoulder with blunt teeth. She fell limp in his arms and threw her head back, crying out without realizing, "_Spike!!"_

* * *

_A scream, a scream…_Buffy thought frantically. _Screams are not of the good. _She raced through the doors of her dorm, looking for any signs of danger. As she ran, she realized that the scream she'd heard sounded somewhat familiar. But it couldn't be…but it made sense…He'd been looking for _her, _which meant…Willow.

She passed yet another group of curious students and headed for the stairwell, thinking, _Buffy the sideshow freak…_

* * *

"Oh, Spike!" she gasped, louder this time. "Yes!"

He had laid her on the mattress and proceeded to kiss her…and god, kissing had never felt this good. _That's what over a hundred years of practice'll do for ya…_she thought blissfully, writhing under his touch.

"Like that, Red?" he asked as he nipped and sucked at her sensitive flesh. He was kissing her collarbone, occasionally coming back up to capture her lips with his, and moving infinitesimally lower with each journey back down. At this point, Willow didn't really care.

"Mmm…" So caught up in the sensation of _him_, she didn't notice him undo her pants and deftly pull down her zipper. She'd long since given up struggling and was now holding onto his shoulders as if her very life depended on it. She bucked up into his hips and said, unthinkingly, "Please, Spike…need you…"

"Need me?" He bit on her ear, swirling his tongue around her earlobe. "But…" He licked across her jawline. "'m evil…"

"So evil," she agreed. "…please!" God, this was _wrong_, her subconscious knew, but did it really matter? Really? He was _so good _at this…Her breath caught as she felt his hand move between them to undo his own zipper and she moaned with longing.

And then the door flew open…

* * *

"Will! Are- " Buffy stopped.

Buffy stared.

Buffy was appalled at the sight before her, unable to tear her eyes away. Willow was holding onto Spike's shoulders and he was doing…god knows what. _And what's with that hand?_ she noted as she stared at the hand between their hips. "Oh, god…"

The redhead raised her head, mortified. "Buffy!" Willow squeaked. "I- "

Just then the lights went out and Buffy whirled around as a black-clad figure raced into the room. The commandos. Without thinking, Buffy's fist shot out, knocking him to the floor…

* * *

Willow stood quickly, pulling up her zipper, leaving Spike lounging complacently on the bed. Meanwhile, Buffy pulled the dark mask off of the commando and was shocked when it revealed… "_Riley…?_"

He sat up, massaging his jaw. Incredulously, he asked, "_Buffy? _That's some punch you got the- " Too late, he remembered this wasn't a social call, "I- "

But Buffy had already turned towards the bed. "Willow?"

Riley turned, "Willow?"

"Hi, Riley," Willow mumbled, her crimson cheeks concealed in the darkness. They all stared at each other a moment, then their gaze shifted to the bed.

"_Spike?_"

"Hostile 17?"

The vamp merely grinned. "Came to kill you, Slayer, but Red was far more…entertaining."

"Slayer?" Riley rubbed his forehead.

Buffy's gaze traveled around the room once more. She sank against the wall, watching as Riley shifted nervously…Willow practically had an aneurysm…and Spike… _Spike_, sat there, grinning. All she could manage to utter as she glanced at the chocolate poster on the door, _really _wishing she had some of that goodness right now, was,

"Huh??"

----------THE END----------

* * *

Yes, I know. Unbelievably corny. Don't sue. I was in one of those moods…Anyway, review!!


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